Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) and the Company shall include such information in the Demand Notice. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.1, if the managing underwriters advise the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 5 contracts
Samples: Investor Rights Agreement (Tubemogul Inc), Registration Rights Agreement (Fallbrook Technologies Inc), Investor Rights Agreement (Rocket Fuel Inc.)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) 2(a). If Other Stockholders request inclusion in any such registration, the Holders shall offer to include the securities of such Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2. The Holders whose shares are to be included in such registration and the Company shall include such information in the Demand Notice. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders together with all Other Stockholders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement and related agreements in customary form with the managing representative of the underwriter or underwriters selected for such underwritingunderwriting by the Initiating Holders and reasonably acceptable to the Company. Such underwriting agreement will contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution to the effect and to the extent provided in Section 2(f) hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 2(e) hereof, and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of the Holders. The Company shall cooperate fully with the Holders and the underwriters in connection with any underwritten offering. Notwithstanding any other provision of this Section 2.12(a), if the managing underwriters advise representative advises the Company Holders in writing that marketing factors require a limitation of on the number of shares to be underwritten, the securities of the Company held by Other Stockholders shall be excluded from such registration to the extent so required by such limitation. If, after the exclusion of such shares, further reductions are still required, the number of shares included in the registration by each Holder shall be reduced on a pro rata basis (based on the number of shares held by such Holder), by such minimum number of shares as is necessary to comply with such request. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, then the Company shall and officers and directors of the Company may include its or their securities for its or their own account in such registration if the representative so advise all Holders of Registrable Securities that would otherwise be registered agrees and underwritten pursuant hereto, and if the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be other securities which would otherwise have been included in such registration and underwriting and registration shall will not thereby be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registrationlimited.
Appears in 5 contracts
Samples: Registration Rights Agreement (Zurich Insurance Co), Registration Rights Agreement (Infomed Holdings Inc), Registration Rights Agreement (Provident Companies Inc /De/)
Underwriting. If the Initiating Holders initiating the registration request under this Section 2.2 ("INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.2 and the Company shall include such information in the Demand Noticewritten notice referred to in subsection 2.2(a). In such event, the right of any Holder to include such Holder’s his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 2.12.2, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 5 contracts
Samples: Investors' Rights Agreement (Chaparral Network Storage Inc), Rights Agreement (Chaparral Network Storage Inc), Rights Agreement (Chaparral Network Storage Inc)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.1 and the Company shall include such information in the Demand Noticewritten notice given pursuant to Section 2.1(a)(i). In such event, the right of any Holder to include such Holder’s all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters will be selected for such underwriting by the Company and shall be Company, which underwriters are reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.1, if the managing underwriters advise the Company in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be so included in the underwriting shall be reduced allocated as required by follows: (i) first, among all Holders requesting to include Registrable Securities in such registration statement based on the underwriters and allocated among the Holders on a pro rata basis according to the number percentage of Registrable Securities held by each Holder requesting such Holders, assuming conversion; and (ii) second, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. If a person who has requested inclusion in such registration (including as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders); provided, however, that . The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If securities are so withdrawn from the registration and if the number of shares of Registrable Securities securities to be included in such underwriting and registration shall not be was previously reduced unless all other securities as a result of marketing factors pursuant to this Section 2.1(d), then the Company are first entirely excluded from shall then offer to all Holders who have retained rights to include securities in the underwriting and registration. Any registration the right to include additional Registrable Securities excluded and withdrawn from in the registration in an aggregate amount equal to the number of securities so withdrawn, with such underwriting shall securities to be withdrawn from the registrationallocated among such Holders requesting additional inclusion, as set forth above.
Appears in 4 contracts
Samples: Rights Agreement (Endostim, Inc.), Rights Agreement (Endostim, Inc.), Rights Agreement (Endostim, Inc.)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.1 and the Company shall include such information in the Demand Noticewritten notice referred to in subsection 2.1(a)(i). In such event, the right of any Holder to include such Holder’s all or any portion of its Registrable Securities in such a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be selected by conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and shall be reasonably acceptable to a majority in interest their acceptance of the Initiating Holdersfurther applicable provisions of this Section 2 (including Section 2.10). All The Company shall (together with all Holders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwritingunderwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the managing underwriters advise the Company Initiating Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be so included in the underwriting shall be reduced as required by the underwriters and allocated apportioned pro rata among the selling Holders based on a pro rata basis according to the number of Registrable Securities held by each Holder requesting all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration (including unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders); provided, however, that . The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such underwriting and registration shall not be was previously reduced unless all other securities as a result of marketing factors pursuant to this Section 2.1(d), then the Company are first entirely excluded from shall then offer to all Holders who have retained rights to include securities in the underwriting and registration. Any registration the right to include additional Registrable Securities excluded and withdrawn from in the registration in an aggregate amount equal to the number of shares so withdrawn, with such underwriting shall shares to be withdrawn from the registrationallocated among such Holders requesting additional inclusion, as set forth above.
Appears in 4 contracts
Samples: Registration Rights Agreement (Y-mAbs Therapeutics, Inc.), Registration Rights Agreement (Y-mAbs Therapeutics, Inc.), Registration Rights Agreement (Y-mAbs Therapeutics, Inc.)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) and the Company shall include such information in the Demand Notice. In such event, the The right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to Section 1.6 or this Article II shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders Each Holder proposing to distribute their Registrable Securities its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be). Notwithstanding any other provision of this Section 2.1Article II, if the managing underwriter or underwriters advise the Company in writing that marketing factors require of a limitation of the number of securities proposed underwritten offering with respect to be underwritten, then the Company shall so advise all which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that would otherwise be registered and underwritten pursuant hereto, and in its or their opinion the number of Registrable Securities that may requested to be included in the underwriting shall offering thereby and all other securities proposed to be reduced as required by sold in the underwriters and allocated among the Holders on a pro rata basis according to offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities and such other securities to be included in such underwriting underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) second, and registration only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall not have requested to be reduced unless included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company are first entirely excluded from and the underwriting and registrationmanaging underwriter or underwriters. Any Registrable Securities securities excluded and or withdrawn from such underwriting shall be withdrawn from the such registration.
Appears in 4 contracts
Samples: Registration Rights Agreement (APi Group Corp), Registration Rights Agreement (APi Group Corp), Securities Purchase Agreement (APi Group Corp)
Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Corporation gives notice is for a registered public offering involving an underwriting, then they the Corporation shall so advise the Company Holders as a part of their request made the written notice given pursuant to Section 2.1(a) and the Company shall include such information in the Demand Notice5.2(a)(i). In such event, event the right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to this Section 5.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holdersunderwriting. All Holders proposing to distribute their Registrable Securities securities shall (together with the Corporation and other holders distributing their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Corporation. Notwithstanding any other provision of this Section 2.15.2, if the managing underwriters advise the Company in writing underwriter determines that marketing factors require a limitation of the number of securities to be underwrittenincluded in the registration, then the Company underwriter may cause to be excluded some or all of the Registrable Securities on a pro rata basis based on the total number of the Registrable Securities held by the Holders and shall so have no obligation to limit or reduce the inclusion of other securities (other than Registrable Securities) entitled to registration held by other persons or organizations selling securities pursuant to registration rights granted them by the Corporation. The Corporation shall advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant heretohereto of any such limitations, and the number of shares of Registrable Securities that may be included in the underwriting shall be reduced as required registration. If any Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by the underwriters and allocated among the Holders on a pro rata basis according written notice to the number of Registrable Securities held by each Holder requesting registration (including Corporation and the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registrationunderwriter. Any Registrable Securities securities excluded and or withdrawn from such underwriting shall not be withdrawn from transferred prior to 90 days after the registrationeffective date of the registration statement for such underwriting, or such shorter period as the underwriter may require.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Santarus Inc), Exclusive License Agreement (Santarus Inc), Exclusive License Agreement (Santarus Inc)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) and the Company shall include such information in the Demand Notice. In such event, the The right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to this Section 3 shall be conditioned upon such Holder’s participation in such the underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 2.13, if the managing underwriters advise the Company in writing underwriter determines that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that whose securities would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriters so limited and shall be allocated among the Holders on a pro rata basis according first, to the number Company; second, if there remains additional availability for additional Class A Common Stock to be included in such offering, among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities entitled to inclusion in such registration held by each such Holders at the time of filing the registration statement, and third, if there remains availability for additional securities to be included in such offering, pro rata among any other persons who have been granted registration rights, or who have requested participation in the offering. If any Holder requesting registration (including disapproves of the Initiating Holders); providedterms of any such underwriting, however, that the Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities to held by other Holders may be included in such underwriting and registration shall not be reduced unless all other securities (up to the maximum of any limitation imposed by the underwriters), then the Company are first entirely excluded from the underwriting and registration. Any shall offer to all Holders who have included Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from in the registrationregistration the right to include additional shares of Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 3(b).
Appears in 4 contracts
Samples: Registration Rights Agreement (Spark Energy, Inc.), Registration Rights Agreement (Spark Energy, Inc.), Registration Rights Agreement (Spark Energy, Inc.)
Underwriting. If an Investor initiating the Initiating Holders registration request under this Section 2 intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2 and the Company shall include such information in the Demand NoticeRequest Notice referred to in Section 2.1. In such event, the right of any Holder an Investor to include such Holder’s its Registrable Securities in such registration shall be conditioned conditional upon such HolderInvestor’s participation in such underwriting and the inclusion of such HolderInvestor’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting Investor(s) shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Investor(s) and reasonably acceptable to the Company (including a market stand-off agreement of up to 180 days if required by such underwriter or underwriters). Notwithstanding any other provision of this Section 2.12, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of the Investor(s) whose Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Investor(s) and each of the Existing Holders that request to include Ordinary Shares in such registration in accordance with the 2011 Shareholders Agreement on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders)such Person; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration, including, without limitation, all shares that are not Registrable Securities and are held by any other person (other than Existing Holders that elect to participate in such registration and underwriting in accordance with the 2011 Shareholders Agreement), including, without limitation, any person who is an employee, officer or director of the Company or any Subsidiary of the Company. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.
Appears in 3 contracts
Samples: Investor Rights Agreement (JD.com, Inc.), Investor Rights Agreement (Tencent Holdings LTD), Investor Rights Agreement (Vipshop Holdings LTD)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means registration of which Match gives notice is for a registered public offering involving an underwriting, then they Match shall so advise the Company IAC as a part of their request made the written notice given pursuant to Section 2.1(a) and the Company shall include such information in the Demand Notice1.2(a)(i). In such event, the right of any Holder IAC to include such Holder’s Registrable Securities in such registration pursuant to this Section 1.2 shall be conditioned upon such HolderIAC’s participation in such underwriting and the inclusion of such HolderIAC’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing If IAC proposes to distribute their Registrable Securities its securities through such underwriting it shall (together with Match) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for by Match, provided that such underwritingunderwriting agreement shall be subject to IAC’s written consent. Notwithstanding any other provision of this Section 2.11.2, if the managing underwriters advise the Company Match in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in the registration and underwriting. Match shall so advise IAC, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: (i) first, to Match for securities being sold for its own account, and (ii) second, to IAC; and (iii) third, to any other holders of Match securities. If a person who has requested inclusion in such underwriting and registration as provided above does not agree to the terms of any such underwriting, such person shall not be reduced unless all other excluded therefrom by written notice from Match or the underwriter. The securities of the Company are first entirely so excluded from the underwriting and registration. Any Registrable Securities excluded and shall also be withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 3 contracts
Samples: Investor Rights Agreement (Match Group, Inc.), Investor Rights Agreement (Iac/Interactivecorp), Investor Rights Agreement (Match Group, Inc.)
Underwriting. If the Holders initiating the registration request under this Section 7(b)(ii) ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) request, and the Company shall include such information in the Demand Noticewritten notice referred to in Section 7(b)(ii)(A). In such event, the right of any Holder to include such Holder’s his or her Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating initiating Holders and such Holder) to Holder determined based on the extent provided herein. The underwriters will be selected number of Registrable Securities held by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holderssuch Holders being registered). All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company (including a market stand-off agreement of up to 180 days if required by such underwriters). Notwithstanding any other provision of this Section 2.17(b)(ii), if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company and any selling security holder other than the Holders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 3 contracts
Samples: Stock Purchase and Investor Rights Agreement (Xiox Corp), Stock Purchase and Investor Rights Agreement (At Comm Corp), Stock Purchase and Investor Rights Agreement (Xiox Corp)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.1 and the Company shall include such information in the Demand Noticewritten notice given pursuant to Section 2.1(a)(i). In such event, the right of any Holder to include such Holder’s all or any portion of its Registrable Securities in such a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in a underwriting. In such case, if the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of such Holderthe Company’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by person’s other securities of the Company and shall be reasonably acceptable to a majority in interest their acceptance of the Initiating Holdersfurther applicable provisions of this Section 2 (including Section 2.10). All The Company shall (together with all Holders and other persons proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwritingunderwriting by the Initiating Holders holding in the aggregate a majority of the Registrable Securities held by the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the managing underwriters advise the Company Initiating Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be allocated as follows: (i) first, among all Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion (provided that if, by operation of this clause (i), the number of Registrable Securities to be so included is reduced to less than 50% of the aggregate number of Registrable Securities so requested by all Holders to be included, then the holders of a majority of the Registrable Securities may withdraw the request for such registration and, in such a case, (A) such registration shall not be counted as a registration “initiated” by the Company for purposes of Section 2.1(b)(iv) or “effected” by the Company for purposes of Section 2.3(b)(iii) and (B) the Company shall bear the Registration Expenses of such registration notwithstanding any provision of Section 2.4 to the contrary); and (ii) second, among all Other Selling Stockholders requesting to include Other Shares in such registration statement based on the pro rata percentage of Other Shares held by such Other Selling Stockholders, assuming conversion; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other stockholders or employees of the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall so advise then offer to all Holders of and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included or Other Shares in the underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according registration in an aggregate amount equal to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); providedshares so withdrawn, however, that the number of with such shares of Registrable Securities to be included in allocated among such underwriting Holders and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registrationOther Selling Stockholders requesting additional inclusion, as set forth above.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Corvus Pharmaceuticals, Inc.), Investors’ Rights Agreement (Corvus Pharmaceuticals, Inc.), Investors’ Rights Agreement (Corvus Pharmaceuticals, Inc.)
Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to Section 2.1(a) and the Company shall include such information in the Demand Notice2.2(a)(i). In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwritingby the Company. Notwithstanding any other provision of this Section 2.12.2, if the managing underwriters advise the Company in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all Holders holders of Registrable Securities that would otherwise be registered and underwritten pursuant heretosecurities requesting registration, and the number of Registrable Securities shares of securities that may are entitled to be included in the registration and underwriting shall be reduced allocated, as required by follows: (i) first, to the underwriters Company for securities being sold for its own account, and allocated among (ii) second, to the Holders requesting to include Registrable Securities in such registration statement based on a the pro rata basis according to percentage of Registrable Securities held by such Holders, assuming conversion. Notwithstanding the foregoing, (i) in no event shall the number of Registrable Securities held included in the offering be reduced unless all other securities (other than securities to be sold by each Holder requesting the Company) are first entirely excluded from the offering, and (ii) no such reduction shall reduce the value of the Registrable Securities of the Holders included in such registration below twenty percent (including 20%) of the Initiating Holderstotal value of securities included in such registration, unless such offering is the Initial Public Offering and such registration does not include securities of any other selling stockholders (excluding shares registered for the account of the Company); provided, howeverin which event any or all of the Registrable Securities of the Holders may be excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, that such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If securities are so withdrawn from the registration and if the number of shares securities of Registrable Securities to be included in such underwriting and registration shall not be was previously reduced unless all other securities as a result of marketing factors pursuant to Section 2.2(b), the Company are first entirely excluded from shall then offer to all persons who have retained the underwriting and registration. Any Registrable Securities excluded and withdrawn from right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of securities so withdrawn, with such underwriting shall securities to be withdrawn from allocated among the registrationpersons requesting additional inclusion, in the manner set forth above.
Appears in 3 contracts
Samples: Rights Agreement (Endostim, Inc.), Rights Agreement (Endostim, Inc.), Rights Agreement (Endostim, Inc.)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to Section 2.1(asubsection 1.2(a) and the Company shall include such information in the Demand Noticewritten notice referred to in subsection 1.2(a)(i). In such event, the underwriter shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. The right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to subsection 1.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All (together with all Holders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriters. Notwithstanding any other provision of this Section 2.1subsection 1.2, if the managing underwriters advise underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant heretowho have elected to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriters and allocated among the all such Holders on a pro rata basis according thereof in proportion, as nearly as practicable, to the number respective amounts of Registrable Securities held by each such Holders. If any Holder requesting registration (including of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders); provided, however, that the number of shares of . Any Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company which are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and by reason of the underwriter's marketing limitation or withdrawn from such underwriting shall be withdrawn from the such registration.
Appears in 3 contracts
Samples: Registration Rights Agreement (TMSF Holdings Inc), Investors Rights Agreement (Riddle Records Inc), Registration Rights Agreement (TMSF Holdings Inc)
Underwriting. If the Initiating Holders Shareholders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) and the Company shall include such information in the Demand Noticerequest. In such eventcase, the Shareholders shall negotiate with an underwriter selected by them and approved by the Company, which approval shall not be unreasonably withheld, with regard to the underwriting of such requested registration. The right of any Holder the Shareholders to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s (i) the Shareholders’ participation in such underwriting and the inclusion of such HolderShareholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and Shareholders requesting such Holderregistration), (ii) to the extent provided herein. The underwriters will be selected by entry of the participating Shareholders (together with the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute other holders distributing their Registrable Securities securities through such underwriting shall enter underwriting) into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting, and (iii) the completion and execution by the participating Shareholders of all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting arrangements. Notwithstanding If any other provision of this Section 2.1, if the managing underwriters advise the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders Shareholder of Registrable Securities that would otherwise be registered and underwritten pursuant heretodisapproves of the terms of the underwriting, such Shareholder may elect to withdraw all of its Registrable Securities by written notice to the Company, the managing underwriter and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders)other Shareholders; provided, howeverthat, that subject to Section 2.5 hereof, such registration shall be counted as a Demand Registration for the purposes of calculating the remaining number of shares of Registrable Securities Demand Registrations to be included in such underwriting and registration which the Shareholders are entitled pursuant to this Section 2.4. The securities so withdrawn shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall also be withdrawn from the registration.
Appears in 3 contracts
Samples: Registration Rights Agreement (Central European Distribution Corp), Registration Rights Agreement (Central European Distribution Corp), Registration Rights Agreement (Central European Distribution Corp)
Underwriting. If the Initiating Holders Major Holder requesting registration under this Section 2.2 intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) 2.2(a), and the Company shall include such information in the Demand Noticewritten notice referred to in Section 2.2(a). In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by If the Company shall request inclusion in any registration pursuant to Section 2.2(a) of securities being sold for its own account, the Major Holders shall, on behalf of all Holders, offer to include such securities in the underwriting, and such offer shall be reasonably acceptable to a majority in interest conditioned upon the participation of the Initiating HoldersCompany in such underwriting and the inclusion of the Company’s securities. All The Company shall (together with all Holders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwritingunderwriting by the Company, which underwriters are reasonably acceptable to a majority-in-interest of the initiating Holders, unless the Company itself shall be the selected underwriter, in which case the consent of the Holders shall not be required. Notwithstanding any other provision of this Section 2.12.2, if the managing underwriters advise the Company Initiating Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Company securities that may be so included in the underwriting shall be reduced allocated as required by follows: (i) first, among all Holders requesting to include Registrable Securities in such Registration Statement based on the underwriters and allocated among the Holders on a pro rata basis according to the number percentage of Registrable Securities held by each Holder requesting registration such Holders, assuming conversion or exercise; (including ii) second, to the Initiating Holders); providedCompany, howeverwhich the Company may allocate, that at its discretion, for its own account, or for the number account of shares other holders or employees of Registrable Securities to be included the Company. If a person who has requested inclusion in such underwriting and registration as provided above does not agree to the terms of any such underwriting, such person shall not be reduced unless all other securities of the Company are first entirely excluded therefrom by written notice from the underwriting and Company, the underwriter or the Major Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded and or withdrawn from such underwriting shall also be withdrawn from the such registration.
Appears in 3 contracts
Samples: ’ Rights Agreement (Merriman Curhan Ford Group, Inc.), Investors’ Rights Agreement (Unterberg Thomas I), Investors’ Rights Agreement (Merriman Curhan Ford Group, Inc.)
Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to Section 2.1(a) and the Company shall include such information in the Demand Notice2.2(a)(i). In such event, the right of any Holder to include such Holder’s its Registrable Securities in such a registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwritingby the Company. Notwithstanding any other provision of this Section 2.12.2, if the managing underwriters advise the Company in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all Holders holders of Registrable Securities that would otherwise be registered and underwritten pursuant heretosecurities requesting registration, and the number of Registrable Securities shares of securities that may are entitled to be included in the registration and underwriting shall be reduced allocated, as required by follows: (i) first, to the underwriters Company for securities being sold for its own account, and allocated among (ii) second, to the Holders requesting to include Registrable Securities in such registration statement based on a the pro rata basis according to the number percentage of Registrable Securities held by each Holder requesting registration (including the Initiating Holders)such Holders on a Fully Diluted basis; provided, however, that in no event shall the shares to be sold by such Holders be reduced below thirty percent (30%) of the total amount of securities to be included in such registration other than with respect to the Initial Public Offering, in which case such Holders’ requests can be reduced in their entirety. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such underwriting and registration shall not be was previously reduced unless all other securities as a result of marketing factors pursuant to this Section 2.2(b), the Company are first entirely excluded from shall then offer to all persons who have retained the underwriting and registration. Any Registrable Securities excluded and withdrawn from right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such underwriting shall shares to be withdrawn from allocated among the registrationpersons requesting additional inclusion, in the manner set forth above.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Corium International, Inc.), Investors’ Rights Agreement (Corium International, Inc.), Investors’ Rights Agreement (Corium International, Inc.)
Underwriting. If the Holders initiating the registration request under this Section 2.2 ("Initiating Holders Holders"), intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.2 and the Company shall include such information in the Demand Noticewritten notice referred to in Section 2.2(a). In such event, the right of any Holder to include such Holder’s its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company and a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 2.12.2 to the contrary, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities Then Outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 3 contracts
Samples: Investor Rights Agreement (Net Value Holdings Inc), Investor Rights Agreement (Net Value Holdings Inc), Investor Rights Agreement (Net Value Holdings Inc)
Underwriting. If a Registration Statement for which the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of Company gives a Company Registration Notice is for an underwritingunderwritten offering, then they the Company shall so advise the Company as a part Holders of their request made pursuant to Section 2.1(a) and Registrable Securities in the Company shall include such information in the Demand Registration Notice. In such event, the right of any Holder to include such Holder’s 's Registrable Securities to be included in such a registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.1Agreement, if the managing underwriters advise the Company underwriter(s) determine(s) in writing good faith that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that managing underwriter(s) may be included exclude shares in the underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holdersmanner set forth in Section 2.1(b); provided, however, that if the number of shares of Registrable Securities Registration Statement originally proposed to be included in such underwriting and registration shall not be reduced unless all other securities filed under this Section 2.2 is for a primary offering for cash by the Company, none of the securities to be offered by the Company are first entirely excluded from shall be excluded. If any Holder disapproves of the underwriting terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and registrationthe underwriter(s), delivered at least ten Business Days prior to the effective date of the Registration Statement. Any Registrable Securities excluded and or withdrawn from such underwriting shall be excluded and withdrawn from the registration.
Appears in 3 contracts
Samples: Registration Rights Agreement (Industrial Holdings Inc), Registration Rights Agreement (T-3 Energy Services Inc), Registration Rights Agreement (T-3 Energy Services Inc)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of registration statement under which Parent gives notice under Section 12.1(a) is for an underwritingunderwritten public offering, then they Parent shall so advise the Company as a part Holders of their request made pursuant to Section 2.1(a) and the Company shall include such information in the Demand NoticeRegistrable Securities. In such event, the right of any such Holder to include such Holder’s Registrable Securities be included in such a registration pursuant to this Section 12.1 shall be conditioned upon such Holder’s 's participation in such the underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement and selling shareholder documents in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by Parent. Notwithstanding any other provision of this Section 2.112.1, if the managing underwriters advise the Company underwriter determines in writing good faith that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by allocated, first, to Parent; second, to those holders of Parent registration rights existing prior to the underwriters and allocated among date of this Agreement, to the extent priority over any subsequent holders of registration rights is expressly provided for in such pre-existing rights, otherwise pro rata with the Holders; third, to the Holders on a pro rata basis according to based on the number of total Registrable Securities held by each Holder requesting registration the Holders; and fourth, to any shareholder of Parent (including other than a Holder) on a pro rata basis. No such reduction shall reduce the Initiating Holders); provided, however, that the number of shares of Registrable Securities securities being offered by Parent for its own account to be included in such underwriting the registration and registration shall not be reduced unless underwriting. If the underwriter so determines in good faith, any or all other securities of the Company are first entirely Registrable Securities may be excluded from the any underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registrationin accordance with this Section 12.1(b).
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Long Terry J), Agreement and Plan of Merger and Reorganization (Papais Lou A), Agreement and Plan of Merger and Reorganization (La Man Corporation)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 1.2 and the Company shall include such information in the Demand Noticewritten notice referred to in Section 1.2(a). In such event, the right of any Holder to include such Holder’s his, her, or its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 2.11.2, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 3 contracts
Samples: Registration Rights Agreement (Omniture, Inc.), Registration Rights Agreement (Omniture, Inc.), Registration Rights Agreement (Omniture, Inc.)
Underwriting. If the Initiating Holders intend Purchaser intends to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 6. The underwriter will be selected by the Purchaser and shall be reasonably acceptable to the Company shall include such information in the Demand NoticeCompany. In such event, the right of any Holder holder of Common Stock (each, a “Holder”) to include such his own registrable securities (each, a “Holder’s Registrable Securities Securities”) in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders Purchaser and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.1the foregoing, if a registration involves an underwritten offering, and the lead managing underwriters underwriter shall advise Company that the Company amount of securities to be included in writing that marketing factors require a limitation of the offering exceeds the amount which can be sold in the offering, the number of securities owned by Purchaser to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting offering shall be eliminated or reduced as required by the underwriters and allocated among the Holders on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registrationmanaging underwriter.
Appears in 3 contracts
Samples: Unit Purchase Agreement (Bonds.com Group, Inc.), Unit Purchase Agreement (Bonds.com Group, Inc.), Unit Purchase Agreement (Bonds.com Group, Inc.)
Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to Section 2.1(a) and the Company shall include such information in the Demand Notice5.3(a)(i). In such event, event the right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to this Section 5.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by herein in subject to the Company and shall be reasonably acceptable to a majority limitations expressed in interest of the Initiating HoldersSection 5.2. All Holders proposing to distribute their Registrable Securities through such underwriting shall shall, together with the Company and the other parties distributing their securities through such underwriting, enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 2.15.3, if the managing underwriters advise the Company in writing underwriter determines that marketing factors require a limitation of the number of securities shares to be underwritten, then the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, subject to the terms of this Section 5.3. The Company shall so advise all Holders holders of Registrable Securities the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities Securities, that may be included in the registration and underwriting shall be reduced as required by allocated first to the underwriters Company and allocated among second to the Holders and any other holders with registration rights on a pro rata basis according to based on the total number of Registrable Securities held by each Holder requesting registration the Holders and such other holders. No such reduction shall (including i) reduce the Initiating Holders); provided, however, that securities being offered by the number of shares of Registrable Securities Company for its own account to be included in such underwriting the registration and registration shall not be reduced unless all other underwriting, or (ii) subject to the limitations expressed in Section 5.2, reduce the amount of securities of the Company are first entirely selling Holders included in the registration below twenty-five percent (25%) of the total amount of securities included in such registration by all selling stockholders. No securities excluded from the underwriting and by reason of the underwriter’s marketing limitation shall be included in such registration. Any Registrable Securities excluded and withdrawn from such underwriting shall For the avoidance of doubt, nothing in this Section 5.3(b) is intended to diminish the number of securities to be withdrawn from included by the registrationCompany in the underwriting.
Appears in 3 contracts
Samples: Stockholder Agreement (Amyris, Inc.), Securities Purchase Agreement (Amyris, Inc.), Stockholder Agreement (Amyris, Inc.)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request demand by means of an underwritingunderwritten offer, then they shall so advise the Company as a part of their request demand made pursuant to this Section 2.1(a) 4.3; and the Company shall include such information in the Demand Noticewritten notice referred to in Section 4.3(a)(i). In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to this Section 4.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by Company shall, together with all holders of Registrable Securities of the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting, enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingby a majority-in-interest of the Initiating Holders and reasonably satisfactory to the Company. Notwithstanding any other provision of this Section 2.14.3, if the managing underwriters underwriter shall advise the Company in writing that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant heretohave requested to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according among such Holders thereof in proportion, as nearly as practicable, to the number respective amounts of Registrable Securities held by each Holder requesting registration such Holders at the time of filing the Registration Statement (including the Initiating Holders); provided, however, provided that the number Co-Investors may allocate the pro rata portion of shares of all Holders that are Co-Investors among such Holders in any manner determined by the Co-Investors). No Registrable Securities to excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 3 contracts
Samples: Stockholders Agreement (Silver Lake Partners Ii L P), Stockholders Agreement (Serena Software Inc), Stockholders Agreement (Troxel Douglas D)
Underwriting. If the Initiating Holders intend to distribute Unless the Registrable Securities covered may be registered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) and the Company shall include such information in the Demand Notice. In such eventon Form S-3, the right of any Holder to include such Holder’s all or any portion of its Registrable Securities in such registration pursuant to this Section 1.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will If the Company shall request inclusion in any registration pursuant to Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 1.2, the Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be selected by conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and shall be reasonably acceptable to a majority in interest their acceptance of the Initiating Holdersfurther applicable provisions of this Section 1 (including Section 1.13). All The Company shall (together with all Holders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwritingunderwriting by a majority-in-interest of the Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.11.2, if the managing underwriters advise the Company Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be so included in the underwriting shall be reduced as required by the underwriters and allocated among all Holders requesting to include Registrable Securities in such registration statement based on the Holders on a pro rata basis according to the number percentage of Registrable Securities held by each Holder requesting registration (including the Initiating such Holders), assuming conversion; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners, members, former members and stockholders of such holder, or the estates and family members of any such partners and retired partners, members and former members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded and or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registrationregistration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2, then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Roblox Corp), Investors’ Rights Agreement (Roblox Corp), Investors’ Rights Agreement (Roblox Corp)
Underwriting. If a registration statement referred to in the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of Piggyback Notice is for an underwritingunderwritten offering, then they the Company shall so advise the Company as a part of their request made pursuant to Section 2.1(a) and the Company shall include such information in the Demand NoticeHolders. In such event, the right of any such Holder to include such Holder’s Registrable Securities in such registration a Registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent as provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.1Agreement, if the Board, after having consulted with the managing underwriters advise underwriter(s), determines in good faith that the Company in writing that marketing factors require should impose a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the Company may exclude shares of the Registrable Securities from the registration and the underwriting, and the number of Registrable Securities shares that may will be included in the registration and the underwriting shall be reduced allocated as required by set forth in Section 2.2, or, if the underwriters underwriting is not pursuant to Section 2.2, shall be allocated first to the Company, and allocated among second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis according to based on the total number of Registrable Securities then held by each such Holder. If any Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company are first entirely excluded from and the underwriting and registrationunderwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded and or withdrawn from such underwriting shall be excluded and withdrawn from the registration. The defined term "Holder" shall be construed for purposes of this Section 2.3(b) in the same manner as set forth in the last sentence of Section 2.2(b)).
Appears in 3 contracts
Samples: Stockholder Agreement (Dresser-Rand Group Inc.), Stockholder Agreement (Dresser-Rand Group Inc.), Stockholder Agreement (Dresser-Rand Group Inc.)
Underwriting. If the Holders initiating the registration request under this Section 2.2 ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.2 and the Company shall include such information in the Demand Noticewritten notice referred to in subsection 2.2(a). In such event, the right of any Holder to include such Holder’s his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 2.12.2, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Netscreen Technologies Inc), Investors' Rights Agreement (Netscreen Technologies Inc)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 3 and the Company shall include such information in the Demand Noticewritten notice referred to in Section 3 (a). In such event, the underwriter shall be selected by the Majority in Interest, and shall be reasonably acceptable to the Company. The right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to this Section 3(b) shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority the Majority in interest of the Initiating Holders Interest and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All (together with all Holders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriters. Notwithstanding any other provision of this Section 2.13, if the managing underwriters advise underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant heretoHolders, and the number of shares of Registrable Securities that may be included in the registration and underwriting (which shall be reduced as required determined in good faith by the underwriters and managing underwriter) shall be allocated among the all Holders on a pro rata basis according thereof in proportion, as nearly as practicable, to the number respective amounts of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of such Holders and requested to be included by them. No Registrable Securities to excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such underwriting and registration shall not be reduced unless all other securities registration. If any Holder of Registrable Securities disapproves of the Company terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. Any Registrable Securities which are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and by reason of the underwriter's marketing limitation or withdrawn from such underwriting shall be withdrawn from the such registration.
Appears in 2 contracts
Samples: Note Purchase Agreement (China SLP Filtration Technology, Inc.), Registration Rights Agreement (Perpetual Technologies, Inc.)
Underwriting. If the Holders initiating the registration request under this Section 1.2 (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall will so advise the Company as a part of their request made pursuant to this Section 2.1(a) 1.2 and the Company shall will include such information in the Demand Noticewritten notice referred to in subsection 1.2(a). In such event, the right of any Holder to include such Holder’s his Registrable Securities in such registration shall will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 2.11.2, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall will so advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall will be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall will not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall will be withdrawn from the registration.
Appears in 2 contracts
Samples: Rights Agreement (One Stop Systems Inc), Rights Agreement (One Stop Systems Inc)
Underwriting. If a registration statement under which the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of Company gives notice under this Section 2.3 is for an underwritingunderwritten offering, then they the Company shall so advise the Company as a part Holders of their request made pursuant to Section 2.1(a) and the Company shall include such information in the Demand NoticeRegistrable Securities. In such event, the right of any Holder to include such Holder’s Registrable Securities to be included in such a registration pursuant to this Section 2.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Section 2.1Agreement, if the managing underwriters advise the Company underwriter determine(s) in writing good faith that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of managing underwriter(s) may exclude shares (including Registrable Securities that would otherwise be registered Securities) from the registration and underwritten pursuant heretothe underwriting, and the number of Registrable Securities shares that may be included in the registration and the underwriting shall be reduced as required by allocated, first, to the underwriters and allocated among Company (and, if the registration is pursuant to Section 2.2 hereof, the Initiating Holders on a pro rata basis), second to Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis according to based on the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); providedsuch Holder, however, that the number of shares of Registrable Securities and third to be included in such underwriting and registration shall not be reduced unless all any other securities stockholder of the Company are first entirely excluded from (other than a Holder). Notwithstanding the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.foregoing, however:
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Basis Global Technologies, Inc.), Investors’ Rights Agreement (Basis Global Technologies, Inc.)
Underwriting. If the Initiating Holders Holder(s) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.2 and the Company shall include such information in the Demand Noticewritten notice given pursuant to Section 2.2(a)(i). In such event, the right of any Holder to include such Holder’s all or any portion of its Registrable Securities in such registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) registration to the extent provided herein. The underwriters will be selected by the Company shall (together with all Holders and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders other persons proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwritingunderwriting by such Holders that hold a majority in interest of the Registrable Securities to be registered in such registration, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.2, if the managing underwriters advise the Company Initiating Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, the number of Registrable Securities and other Shares that may be so included shall be allocated as follows: (i) first, among all Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders; (ii) second, to the Company, for its own account; and (iii) to other selling stockholders holding other Shares. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter, or the Holder(s). The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If Shares are so withdrawn from the registration and if the number of Shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.2(d), then the Company shall so advise then offer to all Holders of who have retained rights to include securities in the registration the right to include additional Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according registration in an aggregate amount equal to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); providedshares so withdrawn, however, that the number of with such shares of Registrable Securities to be included in allocated among such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registrationHolders requesting additional inclusion, as set forth above.
Appears in 2 contracts
Samples: Registration Rights Agreement (Q Comm International Inc), Registration Rights Agreement (Q Comm International Inc)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) and the The Company shall include such information in notify the Demand NoticeHolders of the identity of the managing underwriters for the Underwritten Offering proposed under the IPO Registration Statement as provided above. In such event, the The right of any Holder to include such Holder’s Registrable Securities Interests to be included in such registration any IPO Registration Statement pursuant to this Section 2(b) shall be conditioned upon such Holder’s participation in such underwriting Underwritten Offering and the inclusion of such Holder’s Registrable Securities Interests in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) Underwritten Offering to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities Interests through such underwriting Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements as are customary and reasonably requested by the underwriters or as otherwise customary in this type of transaction. Notwithstanding any other provision of this Section 2.1Agreement, if the managing underwriters advise the Company determine in writing good faith that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included, then the managing underwriters may exclude shares (including Registrable Interests) from the IPO Registration Statement and the Underwritten Offering and any Common Interests included in such underwriting the IPO Registration Statement and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting Underwritten Offering shall be withdrawn from the registration.allocated:
Appears in 2 contracts
Samples: Form of Registration Rights Agreement (Bond Street Holdings Inc), Form of Registration Rights Agreement (FCB Financial Holdings, Inc.)
Underwriting. If the Holders initiating the registration request under this Section 2.2 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.2 and the Company shall include such information in the Demand Noticewritten notice referred to in Section 2.2(a). In such event, the right of any Holder to include such Holder’s his, her, or its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. The Company shall not be required to include any securities of any Holder in such underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it and enters into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section 2.12.2, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 2 contracts
Samples: Rights Agreement (Zynga Inc), Rights Agreement (Zynga Inc)
Underwriting. If the Initiating Holders initiating the registration request under this Section 5.2 (the "INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 5.2 and the Company shall include such information in the Demand Request Notice. In such event, the right of any Holder to include such Holder’s his, her, or its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company shall not be required to include any securities of any Holder in such underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter enters into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingby the Company. Notwithstanding any other provision of this Section 2.15.2, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities to be sold for the account of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 2 contracts
Samples: Stock Purchase Agreement (GMX Associates Pte LTD), Stock Purchase Agreement (GMX Associates Pte LTD)
Underwriting. If the Holders initiating the registration request under this Section 1.2 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 1.2 and the Company shall include such information in the Demand Noticewritten notice referred to in subsection Section 1.2(a). In such event, the right of any Holder to include such Holder’s his, her, or its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 2.11.2, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Avantair, Inc), Registration Rights Agreement (Avantair, Inc)
Underwriting. If the Holders initiating the registration request ------------ under this Section 2.2 ("Initiating Holders Holders") intend to distribute the such ------------------ Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.2 and the Company shall include such information in the Demand Noticewritten notice to other Holders referred to in subsection 2.2(a). In such event, the right of any other Holder to include such Holder’s its Registrable Securities in such registration shall be conditioned upon such other Holder’s 's participation in such underwriting and the inclusion of such other Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such other Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Holders with the consent of the Company, which will not be unreasonably withheld. Notwithstanding any other provision of this Section 2.12.2, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares . If any Holder of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities disapproves of the Company are first entirely excluded terms of the underwriting, such Holder may elect to withdraw from such registration by written notice to the underwriting Company, the underwriter and registrationthe Initial Holder. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 2 contracts
Samples: Rights Agreement (Asymetrix Learning Systems Inc), Series a Preferred Stock Purchase Agreement (Asymetrix Learning Systems Inc)
Underwriting. If a registration statement under which the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of Company gives notice under this Section 5.3 is for an underwritingunderwritten offering, then they the Company shall so advise the Company as a part Holders of their request made pursuant to Section 2.1(a) and the Company shall include such information in the Demand NoticeRegistrable Securities. In such event, the right of any Holder to include such Holder’s 's Registrable Securities to be included in such a registration pursuant to this Section 5.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Section 2.1Agreement, if the managing underwriters advise the Company underwriter determine(s) in writing good faith that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of managing underwriter(s) may exclude shares (including Registrable Securities that would otherwise be registered Securities) from the registration and underwritten pursuant heretothe underwriting, and the number of Registrable Securities shares that may be included in the registration and the underwriting shall be reduced as required by allocated, first, to the underwriters and allocated among the Company, second to Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis according to based on the number of Registrable Securities held by each such Holder requesting registration (including has requested to be included in the Initiating Holders); providedregistration, and third to other holders of the Company's securities, provided however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities right of the Company are first entirely excluded underwriters to exclude shares (including Registrable Securities) from the registration and underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.as described above shall
Appears in 2 contracts
Samples: Stock Purchase Agreement (GMX Associates Pte LTD), Stock Purchase Agreement (GMX Associates Pte LTD)
Underwriting. If the Holder initiating the registration request under this Section 2.1 (the “Initiating Holders intend Holder”) intends to distribute the Registrable Securities covered by their its request by means of an underwriting, then they it shall so advise the Company as a part of their its request made pursuant to this Section 2.1(a) 2.1 and the Company shall include such information in the Demand Request Notice. In such event, the right of any Holder to include such Holder’s its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders Holder and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 2.1, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) as follows: first, all securities of other participants in the registration, if any, who do not hold Registrable Securities and all other securities for the account of the Company shall be entirely excluded from the underwriting and registration; second, if the underwriters require that the number of securities to be underwritten be further reduced, if the Initiating Holder is an Ordinary Investor, all securities of the Series A Investor Holders and allocated among Series B Investor Holders shall be reduced pro rata, and if the Initiating Holder is an Investor, all securities of the Ordinary Investor Holders on a shall be reduced pro rata; third, if, after the total exclusion of Registrable Securities held by the Ordinary Investor, or the Investors, as the case may be, the underwriter requires that the number of securities to be underwritten be further reduced, the Registrable Securities of all Series A Investor Holders and Series B Investor Holders, including the Initiating Holder, or of all Ordinary Investor Holders, including the Initiating Holder, as the case may be, shall be reduced pro rata basis according to the number of Registrable Securities then outstanding held by each such Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 2 contracts
Samples: Shareholders Agreement (Stratus Technologies International Sarl), Shareholders Agreement (Stratus Technologies Bermuda Holdings Ltd.)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to Section 2.1(asubsection 2.2(i) and the Company shall include such information in the Demand Noticewritten notice referred to in paragraph 2.2(i)(a). The underwriter will be selected by a majority in interest of the Initiating Holders, with the approval of the Company, which shall not be unreasonably withheld. In such event, the right of any Holder the Holders to include such Holder’s Registrable Securities securities in such registration shall be conditioned upon such Holder’s Holders’ participation in such underwriting and the inclusion of such Holder’s Registrable Securities Holders’ securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) Holders), to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company), enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.1, if If the managing underwriters advise underwriter advises the Company in writing Holders that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders number of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number shares of Registrable Securities that may be included in the underwriting shall be reduced as required by allocated first among all Investors requesting to include Registrable Securities in such registration statement based on the underwriters and allocated among the Holders on a pro rata basis according to the number percentage of Registrable Securities held by each such Investors, assuming conversion, and second among all non-Investor Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such non-Investor Holders, assuming conversion. In any event, all Registrable Securities must be included in any registration initiated pursuant to this Section 2.2, prior to any other securities of the Company, whether held by the Company or by any shareholder that is not deemed as a Holder requesting for the purpose of this Section 2.2. The Company shall not register securities for sale for its own account in any registration (including requested pursuant to this Section 2.2 unless permitted to do so by the written consent of the Initiating Holders); provided. Notwithstanding the provisions of Section 3.3 below, however, that no holder of the Company’s shares shall be granted registration rights similar to the registration rights granted in this Section 2.2 so as to reduce the number of shares includable by the holders of the Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities without the consent of at least a majority of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registrationSecurities.
Appears in 2 contracts
Samples: Investors Rights Agreement (SteadyMed Ltd.), Investors Rights Agreement (SteadyMed Ltd.)
Underwriting. If (i) a registration described in this Section 4 involves an underwritten offering of the Initiating Holders intend securities so being registered to distribute be distributed (on a firm commitment basis ) by or through one or more underwriters, (ii) the Registrable Securities covered so requested to be registered for sale for the account of the Holders are also to be included in such underwritten offering, and (iii) the managing underwriter of such underwritten offering shall inform the Company and the Holders by their request letter of its belief that the distribution of all or a specified number of the Registrable Securities requested to be included concurrently with the securities being distributed by means such underwriters would interfere with the successful marketing of an underwritingthe securities being distributed by such underwriters, then they shall so advise the Company as a part may, upon written notice to all Holders, reduce (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of their request made pursuant to Section 2.1(a) and the Company shall include such information in the Demand Notice. In such event, the right of any Holder to include such Holder’s Registrable Securities requested to be included so that the resultant aggregate number of the Registrable Securities requested to be included that will be included in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.1, if the managing underwriters advise the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according equal to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders)shares stated in such managing underwriter's letter; provided, however, that the priority in such registration shall be as follows: (i) first, securities offered for the account of the Company or, if such registration is for a securityholder exercising a contractual request for registration, then securities offered for the account of such securityholder, (ii) second, the Registrable Securities and the securities of other securityholders, if any, who are entitled by contract to have such securities included in such registration, pro rata based on the number of shares of Registrable Securities to be included in such underwriting Company Common Stock then held, and registration shall not be reduced unless (iii) third, all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall proposed to be withdrawn from the registrationregistered.
Appears in 2 contracts
Samples: B Registration Rights Agreement (Siegele Stephen H), Registration Rights Agreement (Siegele Stephen H)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 3.03 and the Company shall include such information in the Demand Request Notice. In such event, the right of any other Holder to include such Holder’s its Registrable Securities in such registration shall be conditioned upon such other Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such other Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company; provided, however, that if a majority in interest of the Initiating Holders have not agreed with such underwriter as to terms and conditions of such underwriting within twenty (20) days following commencement of such negotiations, a majority in interest of the Initiating Holders may select an underwriter of their choice. Notwithstanding any other provision of this Agreement but subject to Section 2.13.13, if the managing underwriters advise underwriter(s) advise(s) the Company in writing in good faith that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described in this Section 3.04(b) shall be restricted so that (i) the number of shares of Registrable Securities included in such registration and underwriting is not reduced to below thirty percent (30%) of the aggregate number of Registrable Securities for which inclusion has been requested by the Initiating Holders; and (ii) all other securities that are not Registrable Securities, including, but not limited to, Ordinary Shares or all other shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, consultant, officer or director of the Company (or any Subsidiary of the Company) shall first be excluded in entirety from such registration and underwriting before any Registrable Securities are so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. If, by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such underwriting and registration shall not be reduced unless all other securities of (up to the limit imposed by the underwriters), the Company are first entirely excluded from shall offer to all Holders who have included Registrable Securities in the underwriting and registrationregistration the right to include additional Registrable Securities in the same proportion used in determining the limitation as set forth above. Any Registrable Securities excluded and or withdrawn from such underwriting shall be excluded and withdrawn from the registration.
Appears in 2 contracts
Samples: Flights Agreement (GCL Silicon Technology Holdings Inc.), Investors’ Rights Agreement (GCL Silicon Technology Holdings Inc.)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of Registration Statement under which ------------ ViroPharma gives notice under this Section 7.1 is for an underwritingunderwritten offering, then they ViroPharma shall so advise the Company as a part Holders of their request made pursuant to Section 2.1(a) and the Company shall include such information in the Demand NoticeRegistrable Securities. In such event, the right of any such Holder to include such Holder’s Registrable Securities be included in such a registration pursuant to this Section 7.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form form, reasonably acceptable to such Holder, with the managing underwriter or underwriters selected for such underwritingunderwriting by ViroPharma, including the indemnification provisions thereof. Notwithstanding any other provision of this Section 2.1the Agreement, if the managing underwriters advise the Company underwriter determines in writing good faith that marketing factors require a limitation of the total number of securities shares to be underwritten, then ViroPharma and its underwriters shall allocate the Company shall so advise all number of Registrable Securities requested to be registered by each of the Holders as follows: (i) first, to ViroPharma; and (ii) second, to the Holders of Registrable Securities that would otherwise be registered have elected to participate in such offering and underwritten pursuant hereto, such other holders of ViroPharma's capital stock who have been granted "piggyback" registration rights prior to the date hereof and the number of Registrable Securities that may be included who have elected to participate in the underwriting shall be reduced as required by the underwriters and allocated among the Holders such offering on a pro rata basis according to the number basis. The Holders of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, acknowledge that the number of shares of Registrable Securities securities which may be registered pursuant to be included in such underwriting and registration shall not this Section 7 may be reduced unless all other to zero. ViroPharma shall have no obligation under this Section 7 to make any offering of its securities, or to complete an offering of its securities of the Company are first entirely excluded from the underwriting that it proposes to make, and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registrationincur no liability to any Holder for its failure to do so.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Viropharma Inc), And Codevelopment Agreement (Viropharma Inc)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their a request made pursuant to this Section 2.1 by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a2.1. The underwriter(s) and shall be selected by a majority-in-interest of the Company shall include such information in Initiating Holders, which underwriter(s) are reasonably acceptable to the Demand NoticeCompany. In such event, the The right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in majority-in-interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All (together with all Holders proposing to distribute their Registrable Securities securities through such underwriting underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriters. Notwithstanding any other provision of this Section 2.1, if the managing underwriters advise the Company in writing underwriter determines that marketing factors require a limitation of the number of securities shares to be underwrittenunderwritten and so advises the Initiating Holders in writing and in advance, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant heretothe other Holders, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriters and allocated among the all Holders on a pro rata basis according thereof in proportion, as nearly as practicable, to the number respective amounts of Registrable Securities held otherwise requested by each Holder requesting registration (including the Initiating Holders)such Holders to be included therein; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be so reduced unless all other securities of the Company securities, including all Common Stock held by any other Person, are first entirely excluded from the underwriting underwriting. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the underwriter and registrationthe Initiating Holders. Any Registrable Securities which are excluded and from the underwriting by reason of the underwriter’s marketing limitation or withdrawn from such underwriting shall be deemed withdrawn from the such registration.
Appears in 2 contracts
Samples: Adoption Agreement (Fulcrum Bioenergy Inc), Adoption Agreement (Fulcrum Bioenergy Inc)
Underwriting. If the Investors initiating the above ------------ registration request under this Section 2.2 ("Initiating Holders Holders") intend to ------------------ distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.2 and the Company shall include such information in the Demand Noticewritten notice referred to in subsections 2.2(a) or 2.2(b). In such event, the right of any Holder to include such Holder’s his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company (and reasonably satisfactory to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 2.12.2, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among first to the Initiating Holders, second to the Holders of Registrable Series B or Registrable Series C Stock, who are not the Initiating Holders, and third to any other stockholder holding Registrable Securities, on a pro rata basis according to among such Holders based on the total number of Registrable Securities then held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registrationHolder. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Smartage Corp), Investors' Rights Agreement (Smartage Corp)
Underwriting. If The right of the Initiating Holders intend Requesting Shareholder to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made registration pursuant to this Section 2.1(a2(a) and the Company shall include such information in the Demand Notice. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s the Requesting Shareholder's participation in such the underwriting arrangements required by this Section 2 and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) Registrable Shares requested to the extent provided hereinbe registered. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting Requesting Shareholder shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company from the following list: (A) Goldxxx, Xxchx & Xo.; (B) Morgxx Xxxnxxx & Xo. Incorporated; (C) Merrxxx Xxxcx & Xo., Inc.; (D) CS First Boston Inc.; and (E) Donaxxxxx, Xxfkin and Jenrxxxx Xxx. The Company may select a managing underwriter for such underwriting not on the aforementioned list, so long as such managing underwriter is acceptable to the Requesting Shareholder. Notwithstanding any other provision of this Section 2.12(a), if the managing underwriters advise the Company underwriter determines, in writing good faith, that marketing factors require a limitation of the number of securities shares to be underwritten, then the managing underwriter may limit the number of Registrable Shares to be included in the registration and underwriting to the extent such managing underwriter deems necessary. The Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant heretothe Requesting Shareholder, and the number of Registrable Securities Shares that may be included in the registration and underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registrationlimited accordingly.
Appears in 2 contracts
Samples: Registration Rights Agreement (Entertainment Inc), Registration Rights Agreement (Entertainment Inc)
Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives ------------ notice is for a registered public offering involving an underwritingunderwritten offering, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to Section 2.1(a) and the Company shall include such information in the Demand Notice2.2(a)(1). In such event, event the right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in such underwriting underwritten offering and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) underwritten offering to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting underwritten offering shall (together with the Company and other holders distributing their securities through such underwritten offering) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwritten offering by the Company. Notwithstanding any other provision of this Section 2.12.2, if the managing underwriters advise the Company in writing underwriter determines that marketing factors require a limitation of the number of securities shares to be underwritten, then the securities of the Company (other than Registrable Securities) held by officers or directors and by other shareholders shall be excluded from such registration to the extent so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant heretorequired by such limitation, and the number if a limitation of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares is still required, then the underwriter may limit the number of Registrable Securities to be included in the registration. All Holders proposing to sell shares in such underwriting and registration offering shall not share pro rata based on the number of Registrable Securities held in the number of shares to be reduced unless all other securities excluded from such offering. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company are first entirely excluded from and the underwriting and registrationunderwriter. Any The Registrable Securities excluded and so withdrawn from such underwriting shall also be withdrawn from the registration.
Appears in 2 contracts
Samples: Investor Rights Agreement (Network Access Solutions Corp), Investor Rights Agreement (Network Access Solutions Corp)
Underwriting. If the Initiating Holders initiating the registration request under this Section 2.2 ("INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.2 and the Company shall include such information in the Demand Noticewritten notice referred to in subsection 2.2(a). In such event, the right of any Holder to include such Holder’s his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 2.12.2, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); providedPROVIDED, howeverHOWEVER, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 2 contracts
Samples: ' Rights Agreement (Silicon Image Inc), ' Rights Agreement (Silicon Image Inc)
Underwriting. If If, pursuant to this Section 1.3, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to Section 2.1(a1.3(a). The underwriter(s) and will be selected by the Company shall include such information in Initiating Holders, subject only to the Demand Noticereasonable approval of the Company. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Section 2.11.3(b), if the managing underwriters advise underwriter(s) advise(s) the Company Initiating Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters and allocated among such Holders of Registrable Securities, including the Holders on a pro rata basis according Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities held owned by each Holder requesting registration (including the Initiating or in such other proportion as shall mutually be agreed to by all such selling Holders); provided, however, that the number of shares of Registrable Securities held by the Holders to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registrationunderwriting. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from To facilitate the registrationallocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100).
Appears in 2 contracts
Samples: Investor Rights Agreement (Inspire Medical Systems, Inc.), Investor Rights Agreement (Inspire Medical Systems, Inc.)
Underwriting. If the Initiating Holders initiating the registration request under this Section 2.2 ("INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.2 and the Company shall include such information in the Demand Noticewritten notice referred to in Section 2.2(a). In such event, the right of any Holder to include such Holder’s his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company and a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 2.12.2, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 2 contracts
Samples: Note Purchase Agreement (Macromedia Inc), Note Purchase Agreement (Macromedia Inc)
Underwriting. If the Initiating Holders intend elect to distribute the Registrable Securities covered by their request by means of participate in an underwriting, then they shall so advise the Company as a part of their request made underwritten public offering pursuant to Section 2.1(a) and the Company shall include such information in the Demand Notice. In such event2.2(a), the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All all Holders proposing to distribute their Registrable Securities through such underwriting the applicable Piggyback Registration Statement shall enter into into, and perform such obligations set forth in, an underwriting agreement in customary form form, including, without limitation, indemnification and contribution obligations, with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwritingunderwritten public offering. No Holder may participate in an underwritten public offering pursuant to Section 2.2(a) unless such Holder (i) agrees to sell such Holder's Registrable Securities on the basis provided in such underwriting agreement, (ii) completes and executes all questionnaires, powers of attorney, indemnities, custody agreements and other documents required under the terms of such underwriting agreement and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. Notwithstanding any other provision of this Section 2.1Agreement, if the managing underwriters advise the Company underwriter(s) determine(s) in writing good faith that marketing factors require a limitation inclusion of all or any of the number of securities to be underwrittenRegistrable Securities in the Piggyback Registration Statement would materially adversely affect the proposed underwritten public offering, then the Company shall so advise all Holders managing underwriter(s) may exclude such shares of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, from the Piggyback Registration Statement and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders)underwritten public offering; provided, however, that the number of shares of Registrable Securities Securities, if any, which are permitted by the managing underwriter(s) to be included in such underwriting and registration the Piggyback Registration Statement shall not be reduced unless all other securities allocated among Holders requesting inclusion of the Company are first entirely excluded from the underwriting and registration. Any their Registrable Securities excluded and withdrawn from in such underwriting shall be withdrawn from Piggyback Registration Statement pursuant to Section 2.2(a), based on the registrationnumber of Registrable Securities that such Holders request to so include.
Appears in 2 contracts
Samples: Stockholder Rights Agreement (Hewlett Packard Co), Stockholder Rights Agreement (Novadigm Inc)
Underwriting. If the Initiating Holders initiating the registration request under this Section 2.2 ("INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.2 and the Company shall include such information in the Demand Noticewritten notice referred to in subsection 2.2(a). In such event, the right of any Holder to include such Holder’s his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 2.12.2, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company and all other selling shareholders other than the Holders (if any) are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Handspring Inc), Investors' Rights Agreement (Handspring Inc)
Underwriting. If the Initiating Holders intend Investor intends to distribute the Registrable Securities covered by their its request by means of an underwriting, then they it shall so advise the Company as a part of their its request made pursuant to this Section 2.1(a) 2.1 and if an Existing Holder or L Xxxxxxxxx so intends in its Demand Request, the Company shall include such information in the Demand NoticeRequest Notice to the Investor referred to in Section 2.1(a). In such event, the right of any Holder the Investor to include such Holder’s its Registrable Securities in such registration shall be conditioned upon such Holderthe Investor’s participation in such underwriting and the inclusion of such Holderthe Investor’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting Investor shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Investor and reasonably acceptable to the Company (including a market stand-off agreement of up to 90 days if required by such underwriter or underwriters). Notwithstanding any other provision of this Section 2.1, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all the Holders of proposing to distribute their Registrable Securities that would otherwise be registered and through such underwritten pursuant heretooffering, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders that request to include their Registrable Securities in such underwritten offering on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders)such Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registrationregistration including, without limitation, all securities that are not Registrable Securities and are held by any person other than a Holder, including, without limitation, any person who is an employee, officer or director of the Company, the Founder or any of his Affiliates, the Company or any Subsidiary of the Company; provided further, that at least twenty percent (20%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included (to be allocated among such Holders in proportion to the number of Registrable Securities held by the Holders). If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded and or withdrawn from such underwriting shall be excluded and withdrawn from the registration.
Appears in 2 contracts
Samples: Investor Rights Agreement (Qudian Inc.), Investor Rights Agreement (Secoo Holding LTD)
Underwriting. If the Holders initiating the registration request under this Section 2.2 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.2 and the Company shall include such information in the Demand Noticewritten notice referred to in subsection 2.2(a). In such event, the right of any Holder to include such Holder’s his, her, or its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement with the managing underwriter or underwriters will be selected for such underwriting by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.12.2, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 2 contracts
Samples: Joinder Agreement (Aquantia Corp), Joinder Agreement (Aquantia Corp)
Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holder as a part of their request made the written notice given pursuant to Section 2.1(a) and the Company shall include such information in the Demand Notice2(a)(i). In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to this Section 2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing If Holder proposes to distribute their its Registrable Securities through such underwriting underwriting, Holder, together with the Company, shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 2.12, if the managing underwriters advise the Company in writing underwriter determines that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant heretomanaging underwriter, and in its sole discretion, may limit the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting registration, and registration the Company shall not be reduced unless all other securities promptly so advise Holder thereof. If Holder disapproves of the terms of any such underwriting, Holder may elect to withdraw therefrom by written notice to the Company are first entirely excluded from and the underwriting and registrationmanaging underwriter. Any Registrable Securities securities excluded and or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 90 days after the registrationeffective date of the registration statement relating thereto, or such other shorter period of time as the underwriter may require. The Company may include shares of Stock held by shareholders other than Holder in a registration statement pursuant to this Section 2.
Appears in 2 contracts
Samples: Development and Supply Agreement (Wilshire Technologies Inc), Lease Agreement (Wilshire Technologies Inc)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) 5, and the Company shall include such information in the Demand Noticewritten notice referred to in Section 5(a)(i) above. In such event, the The right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to Section 5 shall be conditioned upon such Holder’s participation in such the underwriting arrangements described by this Section 5(b), and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such HolderHolder with respect to such participation and inclusion) to the extent requested shall be limited to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable A Holder may elect to a majority include in interest such underwriting all or any portion of the Initiating HoldersRegistrable Securities he, she or it holds. All The Company shall (together with all Holders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the a managing underwriter or underwriters of recognized national standing selected for such underwriting by the Company and reasonably acceptable to a majority of the Holders proposing to distribute their securities through such underwriting. Notwithstanding any other provision of this Section 2.15, if the managing underwriters advise underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall will so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant heretoSecurities, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriters and allocated among the all such Holders on a pro rata basis according thereof in proportion, as nearly as practicable, to the number respective amounts of Registrable Securities held by each Holder requesting registration (including the Initiating Holders)such Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registrationunderwriting. Any No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration; provided, however, that if by the registrationwithdrawal of such Registrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company will offer to all other Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 5(b). If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of Registrable Securities that would otherwise have been included in such registration and underwriting will not thereby be limited.
Appears in 2 contracts
Samples: Registration Rights Agreement (Acorda Therapeutics Inc), Registration Rights Agreement (Acorda Therapeutics Inc)
Underwriting. If In connection with any registration under this Section 2, if the Initiating Holders intend Requestor intends to distribute the Registrable Securities covered by their request any registration under this Section 2 by means of an underwriting, then they it shall so advise the Company as Issuer in writing; provided that any such underwritten registration shall be on a part of their request made pursuant firm commitment basis and shall represent gross offering proceeds to Section 2.1(a) and the Company shall include such information in the Demand NoticeHolders aggregating at least $10 million. In such event, the right of any Holder to include such Holder’s its Registrable Securities in such registration distribution shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided hereinin this Agreement. The Holders proposing to distribute their securities through such underwriting shall (together with the Issuer) enter into an underwriting agreement with one or more underwriters will be selected by the Company Requestor having terms and conditions customary for such agreements (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingIssuer). Notwithstanding any other provision of this Section 2.12, if the managing underwriters advise the Company in writing underwriter determines that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company managing underwriter may limit a portion of the number of Registrable Securities to be included in such distribution. The Issuer shall so advise all Holders of distributing Registrable Securities that would otherwise be registered and underwritten pursuant heretothrough such underwriting, and the number of Registrable Securities that may be included in the such underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not manner as may be reduced unless all other securities of determined by the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registrationRequestor.
Appears in 2 contracts
Samples: Registration Rights Agreement (Alphatec Holdings, Inc.), Acquisition Agreement (Alphatec Holdings, Inc.)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) and the Company shall include such information in the Demand Notice. In such event, the The right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to this Section 3 shall be conditioned upon such Holder’s participation in such the underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 2.13, if the managing underwriters advise the Company in writing underwriter determines that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that whose securities would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriters so limited and shall be allocated among the Holders on a pro rata basis according first, to the number Company; second, if there remains additional availability for additional Common Stock to be included in such offering, among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities entitled to inclusion in such registration held by each such Holders at the time of filing the registration statement, and third, if there remains availability for additional securities to be included in such offering, pro rata among any other persons who have been granted registration rights, or who have requested participation in the offering. If any Holder requesting registration (including disapproves of the Initiating Holders); providedterms of any such underwriting, however, that the Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities to held by other Holders may be included in such underwriting and registration shall not be reduced unless all other securities (up to the maximum of any limitation imposed by the underwriters), then the Company are first entirely excluded from the underwriting and registration. Any shall offer to all Holders who have included Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from in the registrationregistration the right to include additional shares of Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 3(b).
Appears in 2 contracts
Samples: Registration Rights Agreement (Frank's International N.V.), Form of Registration Rights Agreement (Frank's International N.V.)
Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Investors as a part of their request made the written notice given pursuant to Section 2.1(a) and the Company shall include such information in the Demand Notice1(b)(i)(A). In such event, the right rights of any Holder the Investors to include such Holder’s Registrable Securities in such registration pursuant to this Section 1(b) shall be conditioned upon such Holder’s the Investors' participation in such underwriting and the inclusion of such Holder’s the Investors' Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by Investors shall (together with the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting shall Company) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for underwriting by the Company, provided that no underwriter whose selection would result in an ERISA Conflict may participate in any such underwriting. Notwithstanding any other provision of this Section 2.11(b), if the managing underwriters advise the Company in writing representative determines that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant heretothe Investors, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: The securities of the Company held by officers and directors of the Company (other than Registrable Securities Securities) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting by the Investor shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the such minimum number of shares of Registrable Securities as is necessary to be included in comply with such underwriting and registration shall not be reduced unless all other securities limitation. If the Investors or any officer or director of the Company are first entirely excluded from disapproves of the underwriting terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and registrationthe underwriter. Any Registrable Securities or other securities excluded and or withdrawn from such underwriting shall be withdrawn from the such registration.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Renaissancere Holdings LTD), Investors' Rights Agreement (Renaissancere Holdings LTD)
Underwriting. If the Holders initiating the registration ------------ request under this Section 2.2 ("Initiating Holders Holders") intend to distribute the ------------------ Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.2 and the Company shall include such information in the Demand Noticewritten notice referred to in subsection 2.2(a). In such event, the right of any Holder to include such Holder’s 's Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 2.12.2, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable -------- ------- Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Centaur Pharmaceuticals Inc), Investors' Rights Agreement (Centaur Pharmaceuticals Inc)
Underwriting. If the Holders initiating the registration request under this Section 2.3 (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.3 and the Company shall include such information in the Demand Noticewritten notice referred to in subsection 2.3(a). In such event, the right of any Holder to include such Holder’s his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 2.12.3, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 1 contract
Underwriting. If a registration statement under which the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of Company gives notice under this Section 2.4 is for an underwritingunderwritten offering, then they the Company shall so advise the Company as a part Holders of their request made pursuant to Section 2.1(a) and the Company shall include such information in the Demand NoticeRegistrable Securities. In such event, the right of any Holder to include such Holder’s Registrable Securities to be included in such a registration pursuant to this Section 2.4 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement but subject to Section 2.12.12, if the managing underwriters advise the Company underwriter(s) determine(s) in writing good faith that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered managing underwriter(s) may exclude shares from the registration and underwritten pursuant heretothe underwriting, and the number of Registrable Securities shares that may be included in the registration and the underwriting shall be reduced as required by allocated, first, to the underwriters and allocated among Company, second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis according to based on the total number of shares of Registrable Securities then held by each Holder requesting registration (including such Holder, and third, to holders of other securities of the Initiating Holders)Company; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities right of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.underwriter(s) to exclude shares (including Registrable
Appears in 1 contract
Samples: Series a Preferred Share Purchase Agreement (Le Gaga Holdings LTD)
Underwriting. If the Holders initiating the registration request ------------ under this Section 1.2 ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 1.2 and the Company shall include such information in the Demand Noticewritten notice referred to in Section 1.2((a)). In such event, the right of any Holder to include such Holder’s its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company and a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 2.11.2, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Precision Auto Care Inc)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) and the Company shall include such information in the Demand Notice. In such event, the The right of any Holder to include such Holder’s its Registrable Securities in such any registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in such the underwriting and the inclusion of such Holder’s Registrable Securities in the such underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting (including a market stand-off agreement of up to ninety (90) days if required by such underwriters and if the Company’s officers and key employees enter into similar agreements). Notwithstanding any other provision of this Section 2.12.2, if the managing underwriters advise underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and other securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter and allocated first among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities Then Outstanding held by each Holder requesting registration (including the Initiating Holders); providedsecond, howeverto the Company, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless third among all other holders of securities of the Company are first entirely excluded from the underwriting and registrationrequesting inclusion in such registration on a pro rata basis. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 1 contract
Underwriting. If a registration statement with respect to which the Initiating Holders intend Company gives notice under this Section 1.3 pertains to distribute the Registrable Securities covered by their request by means of an underwritingunderwritten offering, then they the Company shall so advise the Company as a part of their request made pursuant to Section 2.1(a) and the Company shall include such information in the Demand NoticeiTurf. In such event, the right of any Holder iTurf to include such Holder’s have Registrable Securities included in such a registration pursuant to this Section 1.3 shall be conditioned upon such Holder’s iTurf's participation in such underwriting and the inclusion of such Holder’s the Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting iTurf shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.1Agreement, if the managing underwriter or underwriters advise the Company determine(s) in writing good faith that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of managing underwriter(s) may exclude securities (including Registrable Securities that would otherwise be registered Securities) from the registration and underwritten pursuant heretothe underwriting, and the number of Registrable Securities securities that may be included in the registration and the underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according allocated, first, to the number Company, second to iTurf and third to any other holders of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from entitled to inclusion in such registration, provided that if the underwriting registration is a registration pursuant to Section 1.2, the "cut-back" provisions described in the last sentence of Section 1.2(b) shall apply. If iTurf disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and registrationthe managing underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement or if notified of the terms thereafter, promptly after such notification. Any Registrable Securities excluded and or withdrawn from such underwriting shall be excluded and withdrawn from the registration.
Appears in 1 contract
Samples: Common Stock Registration Rights Agreement (Iturf Inc)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) and the Company shall include such information in the Demand Notice. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating HoldersHolders and shall be reasonably acceptable to the Company. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.1, if the managing underwriters advise the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 1 contract
Samples: Rights Agreement (Zuora Inc)
Underwriting. If the Initiating Holders intend to distribute registration statement under which the Registrable Securities covered by their request by means of Company gives notice under this Section 2.3 is for an underwritingunderwritten offering, then they the Company shall so advise the Company as a part Holders of their request made pursuant to Section 2.1(a) and the Company shall include such information Registrable Securities in the Demand Noticeabove-described notice. In such event, the right of any such Holder to include such Holder’s Registrable Securities be included in such a registration pursuant to this Section 2.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 2.1the Agreement, if the managing underwriters advise the Company underwriter determines in writing good faith that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by allocated, first, to the underwriters and allocated among Company; second, to the Holders on a pro rata basis according to based on the total number of Registrable Securities held by each Holder requesting registration the Holders; and third, to any member of the Company (including other than a Holder) on a pro rata basis. No such reduction shall (i) reduce the Initiating Holders); provided, however, that securities being offered by the number of shares of Registrable Securities Company for its own account to be included in such underwriting the registration and registration shall not be reduced unless all other underwriting, or (ii) reduce the amount of securities of the Company are first entirely excluded from selling Holders included in the underwriting registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and registration. Any such registration does not include shares of any other selling members, in which event any or all of the Registrable Securities of the Holders may be excluded and withdrawn from such underwriting shall be withdrawn from in accordance with the registrationimmediately preceding sentence.
Appears in 1 contract
Samples: Investor Rights Agreement (First Responder Systems & Technology Inc.)
Underwriting. If the Initiating Holders intend to distribute registration statement under which the Registrable Securities covered by their request by means of Company gives notice under this Section 2.2 is for an underwritingunderwritten offering, then they the Company shall so advise the Company as a part Holders of their request made pursuant to Section 2.1(a) and the Company shall include such information in the Demand NoticeRegistrable Securities. In such event, the right of any such Holder to include such Holder’s Registrable Securities be included in such a registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 2.1the Agreement, if the managing underwriters advise the Company underwriter determines in writing good faith that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities securities that may be included in the underwriting shall be reduced as required by allocated, first, to the underwriters and allocated among Company; second, to the Holders and other holders of the Company's securities with equivalent registration rights on a pro rata basis according to based on the total number of Registrable Securities held by each Holder requesting registration the Holders and such other holders; and third, to any shareholder of the Company (including other than a Holder) on a pro rata basis. No such reduction shall reduce the Initiating Holders); provided, however, that securities being offered by the number of shares of Registrable Securities Company for its own account to be included in such underwriting the registration and registration underwriting, and in no event shall not be reduced unless all other the amount of securities of the Company are first entirely excluded from selling Holders included in the underwriting registration be reduced below twenty-five percent (25%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and registration. Any such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded and withdrawn from such underwriting shall be withdrawn from in accordance with the registrationimmediately preceding sentence.
Appears in 1 contract
Underwriting. If the Initiating Holders intend Investor intends to distribute the Registrable Securities covered by their its request by means of an underwriting, then they it shall so advise the Company as a part of their its request made pursuant to Section 2.1(a) and the Company shall include such information in the Demand Noticethis Clause. In such event, the right of any Holder the Investor to include such Holder’s its Registrable Securities in such registration shall be conditioned conditional upon such Holderthe Investor’s participation in such underwriting and the inclusion of such Holderthe Investor’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting Investor shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Investor and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1Clause, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant heretothe Investor, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holdersunderwriter(s); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company Securities are first entirely excluded from the underwriting and registration. If the Investor disapproves of the terms of any such underwriting, the Investor may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded and or withdrawn from such underwriting shall be excluded and withdrawn from the registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.
Appears in 1 contract
Samples: Investor Rights Agreement (China Jo-Jo Drugstores, Inc.)
Underwriting. If the Holders initiating the registration request under this Section 2.2 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.2 and the Company shall include such information in the Demand Noticewritten notice referred to in subsection 2.2(a). In such event, the right of any Holder to include such Holder’s his, her, or its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. The Company shall not be required to include any securities of any Holder in such underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company and enters into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section 2.12.2, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 1 contract
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of Registration Statement under which Parent gives notice is for an underwritingunderwritten offering, then they Parent shall so advise the Company as a part holders of their request made pursuant to Section 2.1(a) and the Company shall include such information in the Demand NoticeRegistrable Securities. In such event, the right of any Holder such holder to include such Holder’s Registrable Securities be included in such a registration pursuant to this Section 3.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by Parent. Notwithstanding any other provision of this Section 2.1Agreement, if the managing underwriters advise the Company underwriter determines in writing good faith that marketing or other factors require an exclusion of the Registrable Securities or a limitation of the number of securities Registrable Securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by allocated, first, to Parent; second, to the underwriters and allocated among the Holders holders on a pro rata basis according to based on the total number of Registrable Securities held by each Holder requesting registration such holders; and third, to any shareholder of Parent (including the Initiating Holders); provided, however, that the number of shares other than a holder) on a pro rata basis. If any holder of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities disapproves of the Company are first entirely excluded from terms of any such underwriting, such holder may elect to withdraw therefrom by written notice to Parent and the underwriting and registrationunderwriter, delivered at least ten (10) business days prior to the effective date of the Registration Statement. Any Registrable Securities excluded and or withdrawn from such underwriting shall be excluded and withdrawn from the registration.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Blagman Media International Inc)
Underwriting. If The Initiating Holders may elect that the offering shall be underwritten by an underwriter or underwriters selected by a majority-in-interest of the Initiating Holders intend and reasonably acceptable to the Company. The Company shall (together with all Holders and other Persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the Registrable Securities covered representative of the underwriter or underwriters selected for such underwriting by their request by means a majority in interest of an underwritingthe Initiating Holders, then they shall so advise which underwriters are reasonably acceptable to the Company as a part of their request made pursuant to Section 2.1(a) Company, and the Company shall include such information in the Demand Notice. In such event, the right of any Holder Person (including any Holder) to include such Holder’s Registrable Securities in such registration pursuant to this Section 2 shall be conditioned upon such Holder’s Person's participation in such underwriting and the inclusion of such Holder’s Registrable Securities Person's securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such HolderPerson with respect to such participation and inclusion) to the extent provided herein. The underwriters will be selected by If a Person who has requested inclusion in such registration as provided above does not agree to the Company and terms of any such underwriting, such Person shall be reasonably acceptable to a majority in interest of excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting The securities so excluded shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingalso be withdrawn from registration. Notwithstanding any other provision of this Section 2.1, if the managing underwriters advise the Company in writing that marketing factors require a limitation of If shares are so withdrawn when the number of securities shares to be underwrittenincluded in such registration had previously been reduced as provided in Section 2(f), then the Company shall so advise offer to all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included who have retained rights to include securities in the underwriting shall be reduced as required by registration the underwriters and allocated among right to include additional securities in the Holders on a pro rata basis according registration in an aggregate amount equal to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); providedshares so withdrawn, however, that the number of with such shares of Registrable Securities to be included in allocated among such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registrationHolders requesting additional inclusion.
Appears in 1 contract
Samples: Registration Rights Agreement (Innovative Gaming Corp of America)
Underwriting. If the Holders initiating the registration request under this Section 2.4 (the "Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.4 and the Company shall include such information in the Demand Noticewritten notice referred to in Section 2.4(a). In such event, the right of any Holder to include such Holder’s its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an am underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company and a majority of the Initiating Holders. Notwithstanding any other provision of this Section 2.12.4 to the contrary, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant heretothereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 1 contract
Underwriting. If a Registration Statement under which the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of Company gives notice under this Section 2.3 is for an underwritingunderwritten offering, then they the Company shall so advise the Company as a part of their request made pursuant to Section 2.1(a) and the Company shall include such information in the Demand NoticeEligible Holders. In such event, the right of any Holder Eligible Holders to include such Holder’s Registrable Securities in such registration a Registration pursuant to this Section 2.3 shall be conditioned upon such the Eligible Holder’s 's participation in such underwriting and the inclusion of such Eligible Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority Each Selling Shareholder shall, in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting shall event, enter into an underwriting agreement in customary form in connection with registrable secondary offerings with the managing underwriter or underwriters underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Section 2.1Agreement, if the managing underwriters advise underwriter(s) advise(s) the Company and the Selling Shareholders in writing that marketing factors require a limitation of in its or their opinion the number of securities requested to be underwrittenRegistered exceeds the Maximum Number, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered the Selling Shareholders and underwritten pursuant hereto, and include such Maximum Number in the Registration. The number of Registrable Securities shares that may be included in the Registration and the underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according allocated, first, to the number of Registrable Securities held by each Holder requesting registration Company, and second, to all selling shareholders (including the Initiating HoldersSelling Shareholders); provided, however, that based on the number relative proportion of shares of Registrable Securities all such selling shareholders. If any Selling Shareholder who has elected to be included participate in such underwriting and registration shall not be reduced unless all other securities the underwritten offering disapproves of the terms of any such underwriting, such Selling Shareholder may elect to withdraw therefrom by promptly providing written notice to the Company are first entirely excluded from and the underwriting and registrationunderwriter, at any time prior to the sale thereof (or, if applicable, the entry into a binding agreement for such sale). Any Registrable Securities excluded and or withdrawn from such underwriting shall be excluded and withdrawn from the registrationRegistration.
Appears in 1 contract
Samples: Registration Rights Agreement (Gamco Investors, Inc. Et Al)
Underwriting. If Any registration pursuant to this Section 2.1 shall be firmly underwritten by an underwriter of national recognition. In the Initiating Holders intend event that a registration pursuant to distribute the Registrable Securities covered by their request by means of this Section 2.1 is for a public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the notice given pursuant to Section 2.1(a) 2.1(a)(i), and the Company shall include such information in the Demand Notice. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting arrangements, and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of to the Initiating Holders and such Holder) extent requested shall be limited to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All (together with all Holders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by a majority in interest of the Initiating Holders, but subject to the Company’s reasonable approval. Notwithstanding any other provision of this Section 2.1, if the managing underwriters advise underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders holders of Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriters and allocated among the all Holders on a pro rata basis according in proportion, as nearly as practicable, to the number respective amounts of Registrable Securities held by each Holder requesting such Holders at the time of filing the registration (including statement. Subject to the Initiating Holders); providedforegoing, however, that the number of shares of no Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting by reason of the underwriter’s marketing limitation shall be withdrawn from the registration.included in such
Appears in 1 contract
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) request, and the Company shall include such information in the Demand Noticewritten notice referred to in Section 7(b)(ii)(A). In such event, the right of any Holder to include such Holder’s his or her Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating initiating Holders and such Holder) to Holder determined based on the extent provided herein. The underwriters will be selected number of Registrable Securities held by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holderssuch Holders being registered). All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company (including a market stand-off agreement of up to 120 days if requested by such underwriters). Notwithstanding any other provision of this Section 2.17(b)(ii), if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities held requested to be included in such registration by each Holder requesting registration (including the Initiating initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company and any selling securityholder other than the Holders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 1 contract
Underwriting. If the Initiating Holders intend to distribute registration statement under which the Registrable Securities covered by their request by means of Company gives notice under this Section 2.2 is for an underwritingunderwritten offering, then they the Company shall so advise the Company as a part Holders of their request made pursuant to Section 2.1(a) and the Company shall include such information in the Demand NoticeRegistrable Securities. In such event, the right of any such Holder to include such Holder’s Registrable Securities be included in such a registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 2.1Agreement, if the managing underwriters advise the Company and its underwriters reserve the right to reduce the number of shares that may be included in writing the underwriting based upon a good faith determination that marketing factors require a limitation of the number of securities shares to be underwritten. Upon such a determination, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, to this Agreement and the number of Registrable Securities that may be included in the underwriting Company shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities requested to be included in the registration in the following order of priority: (i) Registrable Securities being offered by the Holders, on a PRO RATA basis, based upon the number of Registrable Securities sought to be registered by each such underwriting Holder; and registration shall not be reduced unless all (ii) other securities sought to be included in the Demand Registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company are first entirely excluded from and the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from underwriter, delivered at least ten business days prior to the registrationeffective date of the registration statement.
Appears in 1 contract
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an Eligible Registration is for a registered public offering involving an underwriting, then they the Issuer shall so advise the Company as a part of their request made Seller Representative in the written notice given pursuant to Section 2.1(a) and the Company shall include such information in the Demand Notice2(a)(i). In such event, the right of any a Holder to include such Holder’s Registrable Securities in such registration pursuant to this Section 2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by A Holder requesting inclusion in such registration shall (together with the Company Issuer and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All any other Holders proposing to distribute or stockholders distributing their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwritingby the Issuer. Notwithstanding any other provision of this Section 2.12, if the managing underwriters advise the Company in writing representative determines that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares to be underwritten (an “Underwriter Cutback”), the representative may limit the number of Registrable Securities to be included in the registration and underwriting. The Issuer shall so advise all holders of securities requesting registration of such underwriting limitation, and registration shall not be reduced unless all other the securities of the Company are first entirely Issuer held by the Holders requesting registration and any other stockholders of the Issuer participating in such registration shall be excluded from such registration and underwriting on a pro rata basis (based on the underwriting number of shares held) to the extent required by such limitation. If a Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Issuer and registrationthe underwriter. Any Registrable Securities or other securities excluded and or withdrawn from such underwriting shall be withdrawn from the such registration.
Appears in 1 contract
Underwriting. If the Holders initiating the registration request under this Section 2.2 (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.2 and the Company shall include such information in the Demand Noticewritten notice referred to in subsection 2.2(a). In such event, the right of any Holder to include such Holder’s his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 2.12.2, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Broncus Technologies Inc/Ca)
Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Corporation gives notice is for a registered public offering involving an underwriting, then they the Corporation shall so advise the Company Holders as a part of their request made the written notice given pursuant to Section 2.1(a) and the Company shall include such information in the Demand Notice1.3(b)(i)(A). In such event, event the right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to this Section 1.3(b) shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Corporation and the other holders of securities of the Corporation with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Corporation. Notwithstanding any other provision of this Section 2.11.3(b), if the managing underwriters advise the Company underwriter determines in writing its good faith judgment that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and managing underwriter may limit the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such registration. The Corporation shall so advise all holders of securities requesting registration, and the number of shares of securities that may be included in the registration and underwriting shall be allocated first to the Company for securities being sold for its own account and registration shall not be reduced unless all other thereafter as set forth in Section 1.11. No securities of the Company are first entirely excluded from Corporation held by parties other than the Holders or the Corporation shall be included in any registration and underwriting and registration. Any to which this section applies if the number of Registrable Securities excluded that would otherwise have been included in such registration and withdrawn from underwriting will thereby be limited. If any Holder disapproves of the terms of any such underwriting shall be withdrawn from underwriting, he may elect to withdraw therefrom by written notice to the registrationCorporation and the managing underwriter.
Appears in 1 contract
Samples: Registration Rights Agreement (Cyberian Outpost Inc)
Underwriting. If the Holders initiating the registration request under this Section 2.2 ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.2 and the Company shall include such information in the Demand Noticewritten notice referred to in Section 2.2(a). In such event, the right of any Holder to include such Holder’s its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company and a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 2.12.2 to the contrary, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities Then Outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 1 contract
Underwriting. If holders of a majority of the Initiating Holders Registrable Securities intend to distribute the Registrable Securities covered by their request the Registration Statement by means of an underwriting, then they shall so advise the Company as a part no later than five business days after the date of their request made pursuant to Section 2.1(a) the Agreement and the Company shall include promptly notify the other Holders of such information in the Demand Noticeintention. In such event, the right of any Holder to include such Holder’s its Registrable Securities in such a registration effected pursuant to the rights granted in this Agreement shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by holders of a majority in interest of the Initiating Holders Registrable Securities proposing to distribute their securities though an underwriting and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 2.11.2, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 1 contract
Underwriting. If the Holder or Holders initiating a registration request under this Section 2.2 ("Initiating Holders Holder" or "Initiating Holders", as applicable) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they the Initiating Holder or Initiating Holders shall so advise the Company as a part of its or their request for registration made pursuant to this Section 2.1(a) 2.2 and the Company shall include such information in the Demand Request Notice. In such event, the right of any Holder to include such Holder’s his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by the Initiating Holder or a majority in interest of the Initiating Holders Holders, as applicable, and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company and the Initiating Holder or a majority in interest of the Initiating Holders, as applicable. Notwithstanding any other provision of this Section 2.12.2, if the managing underwriters advise the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holder or Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration; and provided, further, that (i) if TW/Three D has requested to include Registrable Securities in such underwriting and registration pursuant to Section 2.2(a)(ii) and if the number of TW/Three D's Registrable Securities to be included is reduced pursuant to this sentence, then such request by TW/Three D shall not be deemed to be a request for registration pursuant to Section 2.2(a)(ii) for purposes of Section 2.2(c), below; (ii) if MEI has requested to include Registrable Securities in such underwriting and registration pursuant to Section 2.2(a)(iii) and if the number of MEI's Registrable Securities to be included is reduced pursuant to this sentence, then such request by MEI shall not be deemed to be a request for registration pursuant to Section 2.2(a)(iii) for purposes of Section 2.2(c), below; and (iii) if AT&T has requested to include Registrable Securities in such underwriting and registration pursuant to Section 2.2(a)(iv) and if the number of AT&T's Registrable Securities to be included is reduced pursuant to this sentence, then such request by AT&T shall not be deemed to be a request for registration pursuant to Section 2.2(a)(iv) for purposes of Section 2.2(c), below. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 1 contract
Samples: 3do Company Fourth Shareholders' Rights Agreement (3do Co)
Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 3.3 and the Company shall include such information in the Demand Request Notice. In such event, the right of any Holder to include such Holder’s its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company and reasonably acceptable to the Holders of a majority of the Registrable Securities being registered. Notwithstanding any other provision of this Section 2.13.3, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities Then Outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any registration including all shares that are not Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from are held by any other Person, including any Person who is an employee, officer or director of the registrationCompany or any Subsidiary of the Company.
Appears in 1 contract
Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to Section 2.1(a) and the Company shall include such information in the Demand Notice1.2(a)(i). In such event, event the right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to this Section 1.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute sell their Registrable Securities securities through such underwriting shall (together with the Company and the other stockholders selling their securities through such underwriting) enter into an underwriting agreement (and other documents reasonably and customarily required under the terms of such underwriting agreement) in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 2.11.2, if the managing underwriters advise underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwrittenunderwritten (including Registrable Securities), then the Company shall so advise all Holders holders (including the Holders) of Registrable Securities that would otherwise be registered and underwritten pursuant heretoso underwritten, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by allocated to the underwriters and allocated among holders (including the Holders Holders) of such Registrable Securities on a pro rata basis according to based on the number of Registrable Securities held by each Holder requesting registration all such holders (including the Initiating Holders); provided. Notwithstanding the foregoing, howeverin the case of an offering of Common Stock by the Company pursuant to this Section 1.2, that if the number of shares of Company decides to withdraw such offering, it shall be under no obligation to register any Registrable Securities pursuant to be included in this Section as part of such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registrationoffering.
Appears in 1 contract
Samples: Registration Rights Agreement (Mti Technology Corp)
Underwriting. If the Holders initiating the registration request under this Section 2.2 ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.2 and the Company shall include such information in the Demand Noticewritten notice referred to in subsection 2.2(a). In such event, the right of any Holder to include such Holder’s his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company (including a market standoff agreement of up to 180 days if required by such underwriters). Notwithstanding any other provision of this Section 2.12.2, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 1 contract
Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to Section 2.1(a8.6(a) and the Company shall include such information in the Demand Notice(i). In such event, event the right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to Section 8.6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for underwriting by the Company, provided that such underwritingunderwriting agreement shall not provide for indemnification or contribution obligations on the part of Holders greater than the obligations of the Holders pursuant to Section 8.10(b). Notwithstanding any other provision of this Section 2.18.6, if the managing underwriters advise the Company in writing underwriter determines that marketing factors require a limitation of on the number of securities shares to be underwritten, then and (a) if such registration is the Company shall so advise first registered offering of the Company's securities to the public and is for the Company's own account, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all Holders of the Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and (b) if such registration is other than the first registered offering of the sale of the Company's securities to the public for the Company's account, the underwriter may limit the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such the registration and underwriting to not less than 50% of the securities included therein (based on aggregate market values). The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall not be reduced unless all other allocated in the following manner. The securities of the Company are first entirely held by officers and directors of the Company (other than Registrable Securities) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting shall be allocated among all such Holders and registrationOther Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities which they held at the time the Company gives the notice specified in Section 8.6(a)(i), provided that if such registration is other than the first registered offering of the sale of the Company's securities to the public for the Company's account, the number of Registrable Securities permitted to be included therein shall in any event be at least 50% of the securities included therein (based on aggregate market values). If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded and or withdrawn from such underwriting shall be withdrawn from the such registration.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Century Electronics Manufacturing Inc)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a2.1(b) and the Company shall include such information in the Demand Noticewritten notice referred to in subsection Section 2.1(b). In such event, the right of any Holder to include such Holder’s his, her, or its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 2.12.1(b), if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 1 contract
Underwriting. If the Initiating Holders initiating the registration request under this Section 2.2 (the "INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.2 and the Company shall include such information in the Demand Noticewritten notice referred to in subsection 2.2(a). In such event, the right of any Holder to include such Holder’s his, her, or its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 2.12.2, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 1 contract
Underwriting. If the Initiating Holders intend Hampshire intends to distribute the Registrable Securities covered by their its request pursuant to Section 2(b) by means of an underwriting, then they it shall so advise the Company as a part of their request made pursuant to Section 2.1(a) its request, and the Company shall include such information in the Demand Noticewritten notice referred to in Section 2(b)(i). In such event, the right of any Holder to include such Holder’s its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holdersunderwriting. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company (including a market stand-off agreement of up to ninety (90) days if required by such underwriters). Notwithstanding any other provision of this Section 2.12(b), if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders)registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company and any selling securityholder other than the Holders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 1 contract
Underwriting. If the Initiating Holders intend to distribute registration statement for which the Registrable Securities covered by their request by means of ------------ Company gives notice under this Section 1.2 is for an underwritingunderwritten offering, then they the Company shall so advise the Company as a part of their request made pursuant to Section 2.1(a) and the Company shall include such information Shareholders in the Demand Noticewriting. In such event, the right of any Holder the Shareholders to include such Holder’s have their Registrable Securities included in such a registration pursuant to this Section 1.2 shall be conditioned upon such Holder’s the Shareholders' participation in such underwriting and the inclusion of such Holder’s the Shareholders' Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by In connection with such underwritten offering, the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting Shareholders shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.1Agreement, if the managing underwriter or underwriters advise the Company determine(s) in writing good faith that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of managing underwriter(s) may exclude shares (including Registrable Securities that would otherwise be registered Securities) from the registration and underwritten pursuant heretothe underwriting, and the number of Registrable Securities shares that may be included in the registration and the underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according allocated, first, to the number of Registrable Securities held by each Holder requesting registration Company in full, and ----- second, to the Shareholders (including subject to the Initiating Holderssubordination provisions set forth ------ in paragraph (c) below); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities . If a Shareholder disapproves of the terms of any such underwriting, the Shareholder may elect to withdraw therefrom by written notice to the Company are first entirely excluded from and the underwriting and registrationunderwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded and or withdrawn from such underwriting shall be excluded and withdrawn from the registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Analytical Graphics Inc)
Underwriting. If the Holders initiating the registration request under this Section 2.2 (the "Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.2 and the Company shall include such information in the Demand Noticewritten notice referred to in subsection 2.2(a). In such event, the right of any Holder to include such Holder’s his, her, or its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 2.12.2, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 1 contract
Underwriting. If the Holder(s) initiating the registration request under this Section 1.2 ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 1.2 and the Company shall include such information in the Demand Noticewritten notice referred to in 1.2(a). In such event, the right of any Holder to include such Holder’s its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company and a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 2.11.2, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company and all securities held by any shareholder other than a Holder are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Precision Auto Care Inc)
Underwriting. If the Holders initiating the registration request under this Section 2.2 ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.2 and the Company shall include such information in the Demand Noticewritten notice referred to in Section 2.2(a). In such event, the right of any Holder to include such Holder’s its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company and a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 2.12.2 to the contrary, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 1 contract
Underwriting. If the Holders initiating the registration request under this Section 2.2 ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.2 and the Company shall include such information in the Demand Noticewritten notice referred to in subsection 2.2(a). In such event, the right of any Holder to include such Holder’s his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by a majority in interest of the Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 2.12.2, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.Registrable
Appears in 1 contract
Underwriting. (a) If the Holders initiating the registration request under this Section 2 (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2 and the Company shall include such information in the Demand Request Notice. In such event, the right of any Holder to include such Holder’s its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision underwriting by the Holders of this Section 2.1, if the managing underwriters advise the Company in writing that marketing factors require a limitation majority of the number Registrable Securities being registered and reasonably acceptable to the Company. For purposes of securities to be underwritten, then the Company shall so advise all Holders any registration of Registrable Securities pursuant to this Section 2, it is expressly agreed that would otherwise a Holder requesting the inclusion of its Shares in such registration shall only be registered required to provide customary representations and underwritten pursuant hereto, and warranties to the number of effect that such Holder owns the Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities sought to be included in such underwriting registration free and registration clear of any liens, encumbrances or other restrictions on transfer. For avoidance of doubt and without limitation to the foregoing, no Holder shall not be reduced unless all other securities of required to provide any representations and warranties with respect to the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registrationor its business.
Appears in 1 contract
Underwriting. If the Initiating Holders initiating the registration request under this SECTION 2.2 ("INITIATING HOLDERS"), intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) this SECTION 2.2 and the Company shall include such information in the Demand Noticewritten notice referred to in SECTION 2.2(A). In such event, the right of any Holder to include such Holder’s its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company and a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 2.1SECTION 2.2 to the contrary, if the managing underwriters advise underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata PRO RATA basis according to the number of Registrable Securities Then Outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 1 contract
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1(a) 2.1 and the Company shall include such information in the Demand Noticewritten notice given pursuant to Section 2.1(a)(i). In such event, the right of any Holder to include such Holder’s all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be selected by conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and shall be reasonably acceptable to a majority in interest their acceptance of the Initiating Holdersfurther applicable provisions of this Section 2 (including Section 2.10). All The Company shall (together with all Holders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwritingunderwriting by a majority in interest of the Initiating Holders subject to the consent of the Company. Notwithstanding any other provision of this Section 2.1, if the managing underwriters advise the Company Initiating Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be so included in the underwriting shall be reduced as required by the underwriters and allocated among all Holders requesting to include Registrable Securities in such registration statement based on the Holders on a pro rata basis according to the number percentage of Registrable Securities held by each Holder requesting such Holders, assuming conversion. If a person who has requested inclusion in such registration (including as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders); provided, however, that . The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the Registration Rights Agreement re Crispr Therapeutics AG 9 registration and if the number of shares of Registrable Securities to be included in such underwriting and registration shall not be was previously reduced unless all other securities as a result of marketing factors pursuant to this Section 2.1(d), then the Company are first entirely excluded from shall then offer to all Holders who have retained rights to include securities in the underwriting and registration. Any registration the right to include additional Registrable Securities excluded and withdrawn from in the registration in an aggregate amount equal to the number of shares so withdrawn, with such underwriting shall shares to be withdrawn from the registrationallocated among such Holders requesting additional inclusion, as set forth above.
Appears in 1 contract
Samples: Registration Rights Agreement (CRISPR Therapeutics AG)
Underwriting. If a registration statement under which the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of Company gives notice under Section 1.3 is for an underwritingunderwritten offering, then they the Company shall so advise the Company as a part Holders of their request made pursuant to Section 2.1(a) and the Company shall include such information in the Demand NoticeRegistrable Securities. In such event, the right of any Holder to include such Holder’s 's Registrable Securities to be included in such a registration pursuant to this Section 1.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Section 2.1Agreement, if the managing underwriters advise the Company underwriter(s) determine(s) in writing good faith that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of managing underwriter(s) may exclude shares (including Registrable Securities that would otherwise be registered Securities) from the registration and underwritten pursuant heretothe underwriting, and the number of Registrable Securities shares that may be included in the registration and the underwriting shall be reduced as required by allocated, first, to the underwriters Company, if and allocated among to the extent the Company is issuing any shares in such registration, and second, to each of the Holders on a pro rata basis according to the number of Registrable Securities held by each Holder requesting inclusion of their Registrable Securities in such registration (including statement pro rata based on the Initiating Holders); provided, however, that the number of shares amount of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from owned by each such underwriting shall be withdrawn from the registrationHolder.
Appears in 1 contract
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company CCIH as a part of their request made pursuant to this Section 2.1(a) 5.2 and the Company CCIH shall include such information in the Demand NoticeRequest Notice referred to in Section 5.2(b). In such event, the right of any other Holder to include such Holder’s his Registrable Securities in such registration shall be conditioned upon such Holder’s participation agreement to participate in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting and CCIH shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Initiating Holders holding a majority of the Registrable Securities being registered (which underwriter or underwriters shall be reasonably acceptable to CCIH). Notwithstanding any other provision of this Section 2.15.2, if the managing underwriters advise underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters and allocated among the Holders of Registrable Securities (A) first to the Holders who have requested inclusion of their Registrable Securities in the registration, on a pro rata basis according to based on the number of Registrable Securities held requested to be so included by each Holder requesting of them, (B) second to CCIH, and (C) then, among all other stockholders requests to participate in such registration (including in proportion as nearly as practicable, to the Initiating Holders); provided, however, that the number respective amounts of shares of Registrable Securities securities which they had requested to be included in such underwriting and registration shall not be reduced unless all other securities at the time of filing the Company are first entirely excluded from the underwriting and registrationregistration statement. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 1 contract
Samples: Reorganization Agreement (Consolidated Communications Illinois Holdings, Inc.)
Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise each of the Company Holders as a part of their request made the written notice given pursuant to Section 2.1(a) and the Company shall include such information in the Demand Notice2(b)(i)(A). In such event, the right of any Holder each of the Holders to include such Holder’s Registrable Securities in such registration pursuant to this Section 2(b) shall be conditioned upon such Holder’s Holders' participation in such underwriting and the inclusion of such Holder’s Holders' Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The underwriters will Holders whose shares are to be selected by included in such registration shall (together with the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute Other Stockholders distributing their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 2.12(b), if the managing underwriters advise representative advises the Company Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then and (x) if such registration is the Company shall so advise Initial Public Offering, the representative may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all Holders of the Registrable Securities that which would otherwise be registered and underwritten pursuant hereto, and (y) if such registration is other than the Initial Public Offering, the representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriters and allocated among the Holders on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such the registration and underwriting to not less than twenty five percent (25%) of the shares included therein (based on the number of shares). The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall not be reduced unless all other allocated in the following manner: the securities of the Company are held by officers, directors and Other Stockholders of the Company (other than Registrable Securities and other than securities held by the Demanding Holders who by contractual right demanded such registration) shall first entirely be excluded from such registration and underwriting to the underwriting and registration. Any Registrable Securities excluded and withdrawn from extent required by such underwriting shall be withdrawn from limitation, and, if a limitation on the registration.number of shares is still required, the remaining
Appears in 1 contract
